Stone Point Capital Credit LLC Sample Contracts

CUSTODY AGREEMENT dated as of , 2020 by and between STONE POINT CREDIT CORPORATION (“Company”) and U.S. BANK NATIONAL ASSOCIATION (“Custodian” and “Document Custodian”)
Custody Agreement • November 25th, 2020 • Stone Point Capital Credit LLC • New York

THIS CUSTODY AGREEMENT (this “Agreement”) is dated as of , 2020 and is by and between STONE POINT CREDIT CORPORATION (and any successor or permitted assign), a corporation formed under the laws of the State of Delaware (the “Company”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as custodian (in such capacity, along with any successor or permitted assign acting as custodian hereunder, the “Custodian”) and as document custodian (in such capacity, along with any successor or permitted assign acting as custodian hereunder, the “Document Custodian”).

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STONE POINT CREDIT CORPORATION $200,000,000 Senior Notes due September 15, 2029 NOTE PURCHASE AGREEMENT Dated September 17, 2024
Note Purchase Agreement • September 19th, 2024 • Stone Point Credit Corp • New York
ADMINISTRATION AGREEMENT
Administration Agreement • November 25th, 2020 • Stone Point Capital Credit LLC • New York

This Agreement (“Agreement”) is made as of [●], 2020 by and between Stone Point Credit Corporation, a Delaware corporation (the “Company”), and Stone Point Credit Adviser LLC, a Delaware limited liability company (the “Administrator”).

INVESTMENT ADVISORY AGREEMENT BETWEEN STONE POINT CREDIT CORPORATION AND STONE POINT CREDIT ADVISER LLC
Investment Advisory Agreement • November 25th, 2020 • Stone Point Capital Credit LLC • New York

This Investment Advisory Agreement (this “Agreement”) is made as of [●], 2020, by and between Stone Point Credit Corporation, a Delaware corporation (the “Company”), and Stone Point Credit Adviser LLC, a Delaware limited liability company (the “Adviser”).

AMENDED AND RESTAED TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • March 30th, 2022 • Stone Point Credit Corp • Delaware

THIS AGREEMENT is made and entered into as of the 1st day of December 2020, by and among STONE POINT CREDIT CORPORATION (the “Fund ”), and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. Bank Global Fund Services, a Wisconsin limited liability company (“Fund Services”).

STONE POINT CREDIT CORPORATION SUBSCRIPTION AGREEMENT
Subscription Agreement • March 22nd, 2024 • Stone Point Credit Corp • Delaware

The undersigned subscriber (the “Subscriber”) understands that Stone Point Credit Corporation, a Delaware corporation (the “Company”), is an externally managed, non-diversified closed-end management investment company that has elected to be treated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as described in the Private Placement Memorandum of the Company (as such document may be amended, amended and restated or supplemented from time to time and together with any appendices and supplements thereto, the “Offering Document”). Subject to the terms and conditions hereof, and in reliance upon the representations and warranties contained in this subscription agreement (the “Subscription Agreement”), the Subscriber irrevocably subscribes for and agrees to purchase shares of common stock, par value $0.001 per share, of the Company (“Shares”), on the terms and conditions described herein, in the Offering Docume

THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • December 22nd, 2023 • Stone Point Credit Corp • New York

THIS REVOLVING CREDIT AGREEMENT, is dated as of December 29, 2020, by and among STONE POINT CREDIT CORPORATION, a Delaware corporation (the “Initial Borrower”, and collectively with any other Borrower becoming party hereto (including Qualified Borrowers), the “Borrowers”), the banks and financial institutions from time to time party hereto as Lenders, and CAPITAL ONE, NATIONAL ASSOCIATION (“Capital One”), as the Administrative Agent (as hereinafter defined) for the Secured Parties and Sole Lead Arranger.

Contract
Non-Recourse Carveout Guaranty Agreement • August 17th, 2023 • Stone Point Credit Corp • New York

This NON-RECOURSE CARVEOUT GUARANTY AGREEMENT (this “Agreement”) is entered into as of August 14, 2023 (the “Closing Date”), by Stone Point Credit Corporation, a Delaware corporation (the “Guarantor”), in favor of (a) U.S. Bank Trust Company, National Association, as collateral agent (together with its successors and assigns in such capacity, the “Collateral Agent”) for and on behalf of the Secured Parties (as defined in the Credit Agreement referred to below), and (b) Goldman Sachs Bank USA and its affiliates that are successors and assigns, as Lender, Administrative Agent and Calculation Agent (each as defined in the Credit Agreement referred to below) (in such capacities, “GS”).

SUB-ADMINISTRATION SERVICING AGREEMENT
Sub-Administration Servicing Agreement • March 30th, 2022 • Stone Point Credit Corp • New York

THIS AGREEMENT is made and entered into as of the 30th day of November 2020, by and between STONE POINT CREDIT ADVISER LLC, a Delaware limitied liability company (the “Administrator”), and U.S. BANCORP FUND SERVICES, LLC d/b/a/ U.S. Bank Global Fund Services, a Wisconsin limited liability company (“USBFS”).

STONE POINT CREDIT CORPORATION $225,000,000 Senior Notes due May 19, 2025 NOTE PURCHASE AGREEMENT Dated May 19, 2022
Note Purchase Agreement • May 25th, 2022 • Stone Point Credit Corp • New York
LOAN SALE AND CONTRIBUTION AGREEMENT by and between Stone Point credit corporation, as the Seller and SPCC FUNDING II LLC, as the Buyer Dated as of August 14, 2023
Loan Sale and Contribution Agreement • August 17th, 2023 • Stone Point Credit Corp • New York

THIS LOAN SALE AND CONTRIBUTION AGREEMENT, dated as of August 14, 2023 (as amended, modified, supplemented or restated from time to time, this “Agreement”), is between Stone Point Credit Corporation (together with its successors and assigns, “Parent,” and in its capacity as seller hereunder, together with its successors and assigns, the “Seller”); and SPCC Funding II LLC, a Delaware limited liability company (together with its successors and assigns, the “Buyer”).

TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • November 25th, 2020 • Stone Point Capital Credit LLC • New York

This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of [ ], 2020 (the “Effective Date”), by and between Stone Point Capital LLC, a Delaware limited liability company (“Licensor”), and Stone Point Credit Corporation, a Delaware corporation, and any wholly-owned subsidiary thereof (“Licensee”) (each a “party,” and collectively, the “parties”).

Third Amendment to Loan and Security Agreement
Loan and Security Agreement • July 7th, 2023 • Stone Point Credit Corp

Reference is hereby made to the Loan and Security Agreement, dated as of June 28, 2021 (as amended by the First Amendment dated as of October 15, 2021 and as amended by the Second Amendment dated as of January 28, 2022, the "Agreement"), among SPCC Funding I LLC, as borrower (the "Company"), JPMorgan Chase Bank, National Association, as administrative agent (in such capacity, the "Administrative Agent"), Stone Point Credit Adviser LLC, as portfolio manager (the "Portfolio Manager"), JPMorgan Chase Bank, National Association, as lender (in such capacity, the "Lender"), U.S. Bank Trust Company, National Association, as collateral agent (in such capacity, the "Collateral Agent") and collateral administrator (in such capacity, the "Collateral Administrator"), and U.S. Bank National Association, as securities intermediary (in such capacity, the "Securities Intermediary"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given such terms in th

FIRST AMENDMENT to the SUB-ADMINISTRATION SERVICING AGREEMENT
Sub-Administration Servicing Agreement • March 30th, 2022 • Stone Point Credit Corp

THIS FIRST AMENDMENT to the Sub-Administration Agreement is made and entered into as of December 1, 2020 by and between STONE POINT CREDIT ADVISER LLC, a Delaware limitied liability company (the “Administrator”), and U.S. BANCORP FUND SERVICES, LLC d/b/a/ U.S. Bank Global Fund Services, a Wisconsin limited liability company (“USBFS”).

First Amendment to Loan and Security Agreement and First Commitment Increase Request
Loan and Security Agreement • October 20th, 2021 • Stone Point Credit Corp • New York
FACILITY INCREASE REQUEST April 1, 2021
Facility Increase Request • April 7th, 2021 • Stone Point Credit Corp

RE: That certain Revolving Credit Agreement dated as of December 29, 2020 by and among, inter alios, STONE POINT CREDIT CORPORATION, a Delaware corporation, as the Initial Borrower (together with the other borrowers from time to time party thereto, the “Borrowers”), CAPITAL ONE, NATIONAL ASSOCIATION, as the Administrative Agent, Sole Lead Arranger and a Lender and the other Lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 25th, 2020 • Stone Point Capital Credit LLC • Delaware

This Indemnification Agreement (the “Agreement”) is made and entered into this [●] day of [●], 2020, by and between Stone Point Credit Corporation, a Delaware corporation (the “Company”), on behalf of itself, its Subsidiaries (as defined in Section 1(h) below), and [Indemnitee] (the “Indemnitee”).

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